Episode 2: By the Power of Toon World P2
by ClassicCartoon27
Summary: Tony is your average 14 year old with a love of cartoons. What will happen when he finds out they are real? Read and Review.
1. Chapter 1: Welcome to Toon World

The following story is based off the childhood fantasies of two brothers who watched way too much television in their day. This story is actually the first part of a series we're hoping to do featuring our original characters and favorite cartoons. Part 2 includes a lot of explanation of Toon World's background; boring, I know, but it has to go somewhere. Enjoy and tell us what you think.

_The author does not own any existing cartoon characters, products or locations used in this story. The author is not receiving any monetary gain from this story. No copyright infringement in intended. Any resemblance of original characters, products or locations to real life is purely coincidental. _

**By the Power of Toon World-Part 2 **

"_A single grain of rice can tip the scale. One man may be the difference between victory and defeat."_

_--- The Emperor of China, Mulan, 1998_

The world spun wildly out of control. At least, that's what it felt like, even though there wasn't anything to actually see spinning; just a bright white light that seemed to come from nowhere and everywhere at once. How long he was in this place, Tony could not say, but it seemed an eternity. After what was probably only a few seconds, Tony caught one glimpse of a square of even brighter light right in front of him before he landed on his stomach onto some very hard ground. It took him a minute to catch his breath, in which time Penny also exited the square of light, albeit much more nimbly than Tony did, and landed lightly on her feet beside Tom. The portal promptly disappeared.

After Tony had recovered, he stayed where he was on the ground, very disoriented. He was sure that he must have been dreaming and had fallen out of bed, but when he looked down he saw bright green grass and not the dull blue carpet of his room. Slowly, thinking he might puke, he looked up to see the blue sky, confirming he was indeed outdoors. Puzzled, Tony searched his brain for an answer and abruptly remembered the events of that day: school, classes, swiping the frogs, getting suspended, Penny and Tom… Tony jumped up. Penny and Tom! Those two were the cause of his troubles. He whipped around to find them staring at him with concern.

"Are you okay?" asked Penny. "It's always rough the first time."

"That's an understatement," spat Tony. "Why did you push me? And what was that thing I just went through? Who ARE you people?"

Penny took a deep breath and ticked off the answers to Tony's questions on her fingers. "I pushed you to get you to come with us. We told you that was a portal and Tom and I are part of a fighting team called the Super Stars."

Tony stared at her for a moment. "I saw your lips moving, but all I heard was _blah, blah, blah_".

"Look, we don't have time for jokes," say Penny, impatiently. "This is very serious."

"Okay, okay," said Tony, holding up his hands. "So, if that was a portal, where did it lead."

"To our home. To Toon World," answered Tom.

"Toon World?!" asked Tony, incredulously.

"Yeah, we told you about it. Remember, in the closet, we…"

"I remember, I remember. You guys must think I'm stupid. Well, it's been fun, but I'm out of here." Tony turned to leave expecting to see the back of the house that Penny had lead him behind, but he didn't see the house. He didn't see any houses, or the street, light posts, sidewalk…nothing. What he did see was that the three of them were standing on top of a huge grassy hill with a stone path leading up from one side. The path led to a moat that must have been fifty feet wide and was filled with pure blue water. The moat circled around a large island in the center and on that island was the most gigantic building Tony had ever seen in his life.

It was a castle made out of grey stone and had to be at least a hundred times bigger than his own house. The stone path he had seen ran over the moat and right up to the castle's gates which were securely closed. Trees sporting leaves of deep green flanked the sides of the castle entrance. Countless flowers, each one brilliantly colored, grew in patches outside the walls and even from flowerboxes outside some of the castle windows. Tall towers sprang from inside the castle and seemed to scrape the sky. Flags and pennants flew on each tower, whipped by high wind. The largest and seemingly most important flag hung directly over the castle entrance. It was a red rectangle with 2 thick white stripes making an X and dividing the flag into four quarters with a symbol on each quarter. One quarter showed a black anvil, one a large yellow banana peel, one a blue musical eighth note, and the last one had a bright pink heart. It had to be the weirdest flag Tony had ever seen, but at the same time, he liked it, and it seemed to stir some deep patriotic feelings within him.

_Someone important must live here_, thought Tony. _The White House is just a shed compared to this place._ He turned around to see Penny and Tom grinning at him.

"Uh, nice castle," said Tony, lamely. "Whose is it?"

"The king's," answered Penny, smugly.

"King? What king?"

"My father. The King of Toon World."

Tony was astonished. "King of… Whoa. Wait, did you say, your father? So you're…"

"Princess of the Toon World, but please, restrain yourself from groveling."

"Don't worry, I will."

Tom turned a shocked face to Penny. "You're the Princess. Wow, you think you know someone."

Penny sighed and put a hand to her forehead. "Tom, we've known each other for years. You know I am a princess."

"Oh, yeah."

"So, you," said Tony, addressing Tom. "Are you a prince?"

"No," answered Tom. "At least I don't think so."

Penny was quick to confirm that Tom was indeed not a prince. "He, like me, is a member of the Super Stars. We're a group of super heroes that serve the King and protect Toon World."

Despite the giant castle right in front of him, Tony still just could not believe what Penny was telling him. He wanted to; being in a place where he could meet all his favorite characters from television and not have them be broke teenagers in oversized costumes would be a dream come true for him. However, the more he tried to believe it, the more he clung to his logic that said cartoons were just lines on paper and weren't real. Penny must have guessed what he was thinking. She led Tony over to the edge of the hill and handed him a pair of binoculars from her pocket.

"Take a look down there," she said, pointing to a vast city in the distance. It looked like any other city must from on high. There were paved roads with cars, an assortment of buildings in all shapes and sizes, and (although Tony couldn't see them, he guessed there must be) lots of people going about their daily lives. The edge of the city came right up to the base of the hill and stretched out past the horizon. Feeling both excited and scared by what he might see, Tony slowly raised the binoculars to his eyes and peered down. He only looked for a minute before he started rubbing the lens of the binoculars furiously with his shirt, trying to clean them. He could not have seen what he just saw, but when he looked again, the view was the same.

He saw not people down there, but Toons. Cartoon characters. He saw Bugs Bunny going into a grocery store and buying a month's supply of carrots. He saw Donald and Daisy Duck having lunch at a quaint little café. He saw Josie and the Pussy Cats coming out of a music store. He saw the Mach 5 run a red light and almost crash into the Mystery Machine. He looked more closely at the buildings. There was the Mad Hatter's Haberdashery advertising an Un-birthday Sale Special. He saw the Hong Kong Phooey Dojo-two months of lessons for fifty dollars plus a free filing cabinet. He saw Gipetto's Puppet Shop; closed with a sign hanging on the front door that said "Gone Fishing". He saw the Alaquan Bird's Rubber Chicken Warehouse and right next to that, Mr. McBoing-Boing's Sound Effects Factory. Out past the commercial centers and industries, in a more rural part of the city, Tony saw row upon row of neat homes. They were just on the fringe of his field of vision, but Tony could have sworn he saw a house with two round ears and another with a baby frog and baby pig playing on a swing set in the front yard.

At last, Tony's disbelief melted away and was replaced with overwhelming excitement. "Oh my God, I don't believe it! It's true! It's true, it's true, it's true. A world full of Toons. This is so beyond cool. Can we go down there? I want to meet everyone. I want to see…"

"Whoa, there cowboy," said Penny as she restrained Tony, who was ready to run right down the hill and start collecting autographs. "We got some business to take care of first before you take the tour."

"Although, we do have to show you Justice League Headquarters. The Toon Town Historical Society gives walking tours every day," chimed in Tom.

"That'd be awesome," exclaimed Tony, completely ignoring Penny. "Justice League Headquarters. So cool. So this city is called Toon Town? Is this where all Toons live?"

"Oh, no," scoffed Tom, also ignoring Penny who by now was tapping her foot impatiently. "See, Toons usually live in their own towns, but a lot of Toons also like to travel to other cities, even other planets. Toon Town is kind of a combination rest stop-resort. Toons come hear for the day to visit or they stay for a while if they're on vacation or if their own worlds have been destroyed."

Tony just kept getting more and more excited as Tom was speaking. "Wow. I had no idea that cartoons mingled with other cartoons so much. How many…" Suddenly, Tony froze. His facial expression switched from joy to confusion in a heartbeat. "Wait…wait. What was that last part again? Did you say 'if their own worlds have been destroyed'?"

"Uh huh. Yeah," said Tom, nodding. Then he put his hands over his mouth. "Oops. Was I not supposed to say that until later?" he asked, looking at Penny.

Penny gave yet another exasperated sigh, then grabbed Tony's arm and lead him toward the palace gates. "Come on. We have a lot to talk about and there are some people you have to meet."

Tom's slip of the tongue was starting to deflate some of Tony's enthusiasm and replace it with some of his old suspiciousness. Still, it was hard for him to take his eyes off of the sprawling Toon city. Eventually, Penny lead him far enough away from the edge that he could not see the city past the crest of the hill, so he turned his eyes back toward the castle and saw that the castle gate was now open and three figures were rushing out across the bridge towards them. One was short and round and wore a purple skin tight costume with a C on his chest. He hopped rather than ran, owing to the fact that instead of legs, a large spring was attached to his feet. The second figure was taller and thinner and wore a green skin tight costume with an F on his chest. Instead of shoes, he has on flippers and wore a diving mask over his eyes. The third figure was even taller than the second, about as tall as Tony. His costume was red and black and he carried a black shield with a large M on it.

Tony became excited again when he recognized the trio. "Oh my gosh. You're the Impossibles. Coilman, Fluidman, and Multiman. I really liked you're show."

"Always glad to meet a fan," said Fluidman.

"Especially since there aren't many left," said Coilman.

"The Impossibles are now part of the palace guard," explained Penny.

"Do you guys still play your music?" asked Tony.

"There's still the occasional charity concert," replied Multiman. "And, of course, Thursday is karaoke night."

Tony would have liked to stay and chat longer, but Penny led him and Tom through the palace gates. The Impossibles saluted, and then returned to their posts at the castle gates.


	2. Chapter 2: The Claw Wars

The inside of the palace was even more impressive than the outside. Every room had a thick wall-to-wall carpet. Tapestries hung from the ceiling and beautiful artwork was on every wall. Huge white marble pillars soared over Tony's head with thick gold bands on the top and base. Small tables and pedestals stood everywhere and each one had some kind of item on it. Some were fragile-looking items obviously worth a lot of money, like a Chinese vase or crystal figurine. Some were busts of Toon's that Tony did not recognize, but were obviously important figures in Toon World history. Some items just looked like junk. The teenagers passed by a box of old banana peels, several empty pie plates, and a dusty wooden mallet.

"I should think a cartoon enthusiast like you would recognize essential Toon tools," said Penny when Tony asked about the old-looking items. "But these aren't just any tools; they have important historical significance. It just so happens that those pie plates once held pies that were used in the very first food fight in Toon World and that mallet was used by Bonko Borkyevich, the first Toon to ever hit his hand while trying to hammer a nail."

"I've never heard of a Bonko Bork…whatever," said Tony, convinced that Penny was pulling his leg.

Without stopping, Penny looked over her shoulder and gave Tony a condescending look. "Cartoons have been around for far longer than you know."

Slightly mollified, Tony remained silent until they reached what had to be the throne room. It was more lavishly decorated than any other room Tony had seen. Three ornate chairs, a gold one in the center and two silver ones on either side, were against the back wall of the room. Sitting in the gold throne was a tall middle aged man with graying hair and a short white beard. He wore robes of gold and red and a large jeweled crown was on his head.

As soon as the teens entered the room, the King (who else could it be?) immediately rose from his seat, strode over to Penny, and hugged her fiercely.

"My daughter," said the King in a deep voice. "I'm so glad you returned safely. I've been so worried. Tom, good to see you back, too."

"Glad to be back, Father," said Penny, smiling. It was the first time Tony had seen her smile. "Things didn't quite go as planned, but here we are." Penny beckoned for Tony to step closer, which he did cautiously. "Father, this is Tony Masters."

Tony had never met with royalty before. He wasn't sure if you should just bow at the waist or go to one knee. Before he could decide, the King took his hand firmly and shook it. "It is a pleasure and an honor to meet the grandson of Theodore. I knew your grandfather very well and I was so sorry when I found out he had passed on."

"We all were," said a soft voice behind them.

Both Tony and the King turned to the group of about thirty people that were standing to the right of the thrones. Most of them were adults; some in crisp business suits and others in colorful flowing robes. They looked like a board of directors crossed with a renaissance fair. Tony's attention was draw to two teenagers standing at the front of the crowd; one girl and one boy. The girl was as tall as Penny, but frailer looking. She wore a simple white skirt. Long brown hair framed a thin, but pretty face. She looked like a kind-hearted person; someone who needed to be protected. The boy was muscular, lean, and easily the most shabbily dressed person in the room. His jeans and shirt was covered in faint blotches; the evidence of stains that couldn't be completely washed away. His black hair was in disarray and a big grin was on his face, as if he found the entire situation funny.

"Tony, I would like you to meet my various advisors, treasurers, and generals, but most importantly, I'd like you to meet the other two members of the Super Stars, Mary and Jim," the King indicated the two teenagers, who stepped forward at the sound of their names.

Mary put her hands together and gave a Japanese style bow to Tony. "Very pleased to meet you," she said in a soft, sweet voice.

"Mary is a master of ninjitsu and the team investigator and surveillance monitor," said the King.

"A ninja, eh," said Tony, skeptically. "You sure don't look like the warrior type."

"Oh, I get that a lot," laughed Mary, "but, as is mostly the case in Toon World, things are not always what they seem." Without another word or any warning, Mary quickly grabbed Tony's arm and flung him over her shoulder as easily as she would throw a rag doll. Tony landed hard on the floor with the wind knocked out of him.

"Good…arm."

"Yeah, she's the pitcher on our baseball team." Jim helped Tony to his feet and brushed him off.

"With her, you guys could win the World Series," said Tony.

"Five time champions. Oh, I'm Jim, team mechanic, nice to meet you. You've already met the fabulous Princess Penny, our leader, and Tom, our team chemist."

"That guy?" asked Tony, pointed at Tom, who at that moment was scratching his head like a monkey. "I don't want to be rude, but I wouldn't trust him with anything dangerous."

"Hey!" shouted Tom. "I may be an idiot, but I'm not stupid." He then went back to scratching his head.

Mary went over and put her hand on Tom's shoulders. "Oh, he's a goofball alright, but he really is a genius at chemistry."

Jim agreed. "It's like all the intelligence in his brain was crammed into that one section and there wasn't any left over for anything else."

"Well," said the King as he sat down in the gold throne. "Now that you're all acquainted, we should explain the situation to Tony."

"Yeah, that would be nice. Let's start with Grandpa. Was he really a Toon and if he was, does that make me a Toon too?" A gigantic grin was on Tony's face. Being a Toon would be a dream come true for him.

"Half-Toon actually," said the King. "You have human physiology, but you possess Toon-like characteristics. For example…"

Tom ran up to the King and started bouncing on the balls of his feet, waving his hand in the air as if he were in a classroom. "Oh, oh, oh. Let me. Let me show him."

Tom suddenly appeared at Tony's side and pulled on a rope that was hanging from the ceiling. Tony was sure the rope had not been there before, but he could not ask where it had come from since at that moment a giant anvil fell from the ceiling and crashed right on top of him. Tom pulled on the rope again and a metal claw came down from the ceiling and picked up the anvil to reveal Tony, squashed and flat as a pancake on the marble floor. Tom picked him up and flapped him a couple of time, like you would a blanket, then blew him back up like a beach ball.

"That was a 9.6 on the weirdness scale," said Tony, a little dazed. "This would explain why I've never gotten seriously hurt before. Although that…that was still kinda…whoa."

"Yeah, it takes some getting used to," assured Tom. "The first few times are rough, but after you've gotten hit in the head as many times as I have, it doesn't even faze you anymore." You want to try it again?" Tom grabbed the rope.

"No! No, I think once will do," said Tony, quickly. "Let's get back to the explanation. Now, Penny said Grandpa was a super hero? It that true?"

"He was that and so much more. You see Tony, your grandfather held a position in Toon World that is known as the Toon Master."

"Toon Master," asked Tony. "Sounds important."

"Extremely," nodded the King.

Jim turned to Tony. "The Toon Master is the ultimate hero of the Toon World. The hero of all heroes. Superman wishes he has the kind of power the Toon Master does."

Tony was astonished. "No way. Grandpa had some kind of mega-super powers and he never showed me?"

"Oh, he retired as Toon Master long before you were born," said the King. "But, we're getting a bit a head of ourselves. Best to start at the beginning." He pressed a button on the armrest of his throne. Directly in front of the throne, a hole in the floor appeared and a waist-high steel pedestal rose up. The King pushed another button and the pedestal light up with a green light and produced a large holographic globe right in mid-air. But it wasn't like any globe Tony had ever seen. The outer shell was a green, translucent sphere with a horizontal and vertical grid on it: like latitude and longitude. Inside this sphere were hundred, maybe thousands, of solid spheres of different sizes, each one glowing white.

"This is a holo-map of the Toon World," explained the King. "Each one of those spheres is a planet where certain Toons live. The planets are themed much like your Earth television shows. For example, this one," the King pointed one of the spheres in obediently glowed blue "is known as Rainbow Land, where Rainbow Brite and her Color Kids live. This one here is Eternia, where the hero He-Man resides. And this is Toon Town, where we are now." The King was pointing to the largest planet at the very center of the map. "Each world or group of worlds has its own leaders and I am the leader of those leaders. I don't rule each world individually, but rather I keep the peace among them and deal with those problems that other worlds cannot solve on their own or problems that affect multiple worlds."

"Whoa," said Tony, softly. "Which world did Grandpa come from?"

The King pointed to a very small planet which glowed blue. There were not many other planets around it.

"That is Agricultura, a planet covered in farmland and somewhat isolated from the rest of the Toon World. The inhabitants of Agricultura generally like to be left alone, but they do provide food to other areas of our dimension. Theodore was born a poor farmer on that world where he lived until he was about your age, when he was chosen to be the Toon Master."

"Why him?" asked Tony. "Why did you choose a farm boy to be a hero? And what exactly does a Toon Master do?"

"I did not choose him. He was chosen by… Well, we'll discuss that in a minute. As to what a Toon Master does; a regular hero's job is to keep the peace upon his or her own world. The Toon Master keeps the peace throughout the entire Toon dimension. He helps other heroes with situations that become too much for them to handle and, more importantly, he deals with evil that spreads off its home planet and affects all of Toon World. Such situations are rare, but ultimately cataclysmic if the Toon Master cannot stop it." The King sighed heavily. "Such a situation arose when a villain named Dr. Claw came into power."

Penny picked up the story from there. "Dr. Claw started out as just a criminal boss from Metro City." Penny pointed at the map and a sphere at the very edge of the map glowed blue. "He and his evil organization, M.A.D., used to terrorize Metro City and take all the money and riches they could. He was smart and dangerous, but my uncle, Inspector Gadget, could easily defeat him."

"You mean, you and your dog, Brain, could easily defeat him," smirked Tony. "I thought you looked familiar." Inspector Gadget had never been one of Tony's favorite cartoons, but he had seen enough episodes to get the gist. Inspector Gadget was a police inspector who was more robot than person. Long ago, a very talented scientist named Professor Von Slickstein had installed dozens of different "gadgets" in the inspector's body to help in his fight against crime. His arms, legs, and neck all could stretch out on metal cables. Each of his fingers held a different tool such as a laser, a water pistol, and a flashlight. To top it off, mechanical hands could come out of his hat to supply even more tools. With all these technological wonders in him, he was billed as the World's Greatest Detective and always thwarted Dr. Claw's schemes, but the thing that no one else had known (no one else in the cartoon anyway), was that Inspector Gadget was about as dumb as a brick wall. It was always his niece, Penny, and his dog, Brain, that stopped the bad guys and often saved Gadget's life, all without him knowing.

"So all that time you were helping your uncle, you were a princess? Did Gadget even know?"

"Of course, he was royalty too, you know." Penny sounded affronted.

"Inspector Gadget was my younger brother," explained the King. "Living in the palace and helping to rule the Toon World was not for him, but he did want to protect people. So, he moved to Metro City where he thought he could do more good. Penny took after her uncle in that she too never quite took to the life of royalty, at least not at first. She lived with my brother for a time until the Claw Wars starts, then came back to the palace."

"Hey, yeah, Penny and Tom mentioned the Claw Wars back on Earth," said Tony. _"Back on Earth". I can't believe I just said that._ "What are the Claw Wars? And what about Inspector Gadget? Did he come back with Penny?"

By the stricken looks on both Penny and the King's faces, Tony knew he had touched upon a tender subject. To give father and daughter time to recover, Jim and Mary continued the story.

"Claw decided he was meant for greater things than common thievery and tried his hand at world conquering," said Jim. "Unfortunately, he was pretty darn good at it."

Mary pointed to a small sphere right next to Metro City. Instead of glowing blue, the white light of the sphere dimmed and a dark fog appeared in its center, spreading out until the holographic planet was as black as a piece of coal.

"That world is now known as M.A.D. Mountain," said Mary. "It was unpopulated because of the treacherous mountain wasteland that covers the entire planet's surface. That is where Dr. Claw relocated his operation."

"I guess he wanted a landscape as barren as his personality," Jim muttered to Tony.

"From M.A.D. Mountain," continued Mary, "Dr. Claw spread his evil through the Toon World, conquering planet after planet. He became too much for Inspector Gadget to handle, even with Penny and Brain's help. It wasn't long before he swept aside the Metro City Police Force and laid waste to the city. Pretty soon, Dr. Claw had taken over that whole sector of the Toon World-almost three dozen planets."

"After that, heroes from other worlds came to help fight the war," said Tom, "but Claw had become so powerful from the stolen magic and technology, that hardly anyone could stand against him."

Mary put her hand on Tony's shoulder. "One of the few who could was your grandfather, Theodore."

Tony had been listening intently, fascinated by the story, but he was still a bit confused about his grandfather's part. "But, why was my grandfather so important? And if Dr. Claw was as powerful as you say, how could Grandpa have fought him? Grandpa was, like, eighty-five when he died a couple of years ago."

"Well, this war did happen about fifty Earth years ago," said Tom.

"What!" exclaimed Tony. "No, no, that can't be." He pointed to each of the teenage Super Stars. "You guys don't look any older than me and anyway, the Inspector Gadget show was on TV in the 80's which would mean Grandpa would have been around seventy-five, seventy-six and you…"

The King held up a single hand, forestalling Tony's rant. He seemed to have recovered from his melancholy. "Toons, for the most part, age at a much slower rate than humans do, Tony. As for humans showing us on that television contraption; I though we had made it clear that humans did not create us, as you might think. We Toons have existed as long as humans have. Humans seem to possess some strange kind of physic power or link that they know nothing about. Every time a human creates a new cartoon, they are not really thinking up the idea for that cartoon. In reality, their minds are sort of 'listening in' to the adventures of a specific Toon." The King waved his hand toward the holo-map. "There are far more Toons in the Toon World than humans have ever shown on television; some that haven't even been discovered by us yet."

"When your Grandpa was fighting Dr. Claw, he was only in his twenties and we were only a few years younger than we are now," said Mary. "In fact, it was he who chose us to be Super Stars."

"Man," laughed Jim. "Theodore used to get Claw so angry. Claw hated his guts."

"But," protested Tony, "that still doesn't explain how Grandpa could have fought…"

"No, it doesn't." The King shut off the map and stood. "I think we should continue this story down in the lab. Everything should then make sense, plus" the King looked right into Tony's eyes with a fierce intensity "there's something you need to see."

**And so the King, the Super Stars and Tony made their way to a secure underground section of the palace.**

"Who the heck was that?" asked Tony, looking around for the source of the booming voice that had just come from nowhere.

"Oh, don't worry," said Jim. "That's just the narrator. All heroes need a narrator. It's in the manual."

"It's only this narrator's first day, but he shows a lot of promise," said Mary.

**Thank you. I do come from a long line of famous voices.**


	3. Chapter 3: ACME Labs

As this conversation was going on, the King walked to a long tapestry hanging on the wall behind the thrones. A palace guard drew back the tapestry to reveal a heavy steel door and frame that looked extremely out of place in the stone palace. When the King reached the door, he placed his hand on a panel next to the door. The panel lit up and the door slid open revealing a very small room with no other door or any windows. The King wordlessly gestured for Tony to enter first. With a loud gulp, Tony reluctantly obeyed. Tom followed; then Mary, Jim, Penny, and finally the King. Needless to say, it was a bit cramped and Tony wondered why they had gotten in the room in the first place. There was nothing to see here. There wasn't any room to put anything to see in here.

Just as Tony was starting to feel a little claustrophobic, a soft whirling noise seemed to come from the walls. When Tony began to have the sensation of moving downward, he realized they were in an elevator. He also realized that there was really horrible music being played form speakers in the ceiling. Everyone else was quiet, but Tony's curiosity (and a sudden desire to block out that music) forced him to ask a question.

"Uh…Where exactly are we going?"

Penny was the one who answered. "To ACME Labs."

"ACME Labs?" asked Tony. "As in ACME, the place where Wile E. Coyote gets all his stuff from?"

"After all these years, he's still our best customer," the King commented.

"ACME Labs is the supplier of nearly 70% of the technology throughout the known Toon World," explained Penny. "Revenues from sales count for one-third of the palace's income."

"Plus, it's where we get all our cool weapons," said Tom, grinning broadly. "Wait till you try the atomic blasters."

"Yeah?" Tony was also grinning broadly.

Penny looked at Tony. "AMCE might make weapons and tools and many other useful things, but the company also makes things that are, shall we say, less than useful."

"What to you mean?" asked Tony.

"Well," said Mary. "You'll see when you meet the Head Inventor of ACME Labs: Mike. He's…" Mary paused for a while, apparently unable to say what Mike was in a diplomatic way.

Jim was too happy to help. "…a whack-job."

"Jim," admonished Mary. "He is not. He's brilliant, but he is, admittedly, a bit eccentric."

Before Tony could ask more, a sharp "ding" sounded the elevator's arrival to the bottom floor. The doors slid open to reveal a room so immense; Tony could hardly believe it even existed. Unlike the palace, which was made of stone and built to be beautiful and decorative, this place had steel walls, ceiling, and floors and was clearly built to be strong, not attractive. Hundreds of electric lights hanging from the ceiling cast bright light to every corner of the room. Endless lines of tables held beakers with bubbling liquids and swirling gases, machines that clicked and whirled and banged, and computers with softly glowing screens that showed an endless parade of numbers and data Tony knew he'd never be able to understand. There were scientists in white lab coats everywhere, at least four at each table, who were pouring, noting, tweaking, pressing, pulling, wiring, sniffing, and typing. The entire place had an atmosphere of barely contained chaos.

"Whoa!" exclaimed Tony. "This is some basement. We just have a pool table in ours."

"This is ACME Labs," said the King. "This is the main General Research and Development room. There are several other rooms for more specialized technology." He pointed to several other sliding steel doors scattered along the walls. On top of the doors were labels like Goop Production and Pretzel Flavor Enhancement. There were also less "goofy" labels like Battle Vehicle Body Shop, Flamethrower Practice Range, and Genetic Enhancement. Through glass windows, Tony could see even more scientists working with machines too large for the room, equipment that couldn't be moved, and materials that were very dangerous.

The King was slowly scanning the room. "Now, where has Michael gone to? He has a hand in everything that goes on here so it's impossible to tell where he'll be."

Suddenly, from somewhere in the back of the R&D room came an incredibly load noise.

**EEEEWWWW-FOOOOOOOM**

A mushroom cloud of smoke could be seen in the distance.

"Ah, this way," said the King cheerfully and started walking in the direction of the cloud.

"Wait, wait," protested Tony. "We're heading TOWARDS the explosion?!"

"Sometimes that's the only way to find your way around this place," replied Tom.

As the group set out, they passed countless tables pilled high with scientific experiments. On one table Tony passed was a small cage with two white lab rats inside. One had an abnormally large head and shrewd, calculating eyes. The other was taller, but dumber looking, and drooling. They both stood on two legs as they watched the people pass in front of them.

"Pinky, are you pondering what I'm pondering?"

"Well…I think so, Brain, but where are we ever going to find three porcupines who can juggle?"

Brain looked at Pinky for a second before smacking him on the head with a pencil.

Farther down from the mouse cage were three robot strapped to three tables. Tony recognized them as the Robotic Stooges: Moe, Larry, and Curly. In their day, they had been designed to be the ultimate crime-fighting robots. Unfortunately, as is often the case, something went wrong between the drawing board and the assembly line and the Stooges became idiotic bungling blockheads. They did always manage to catch the bad guys though. At that moment, they were having their internal wiring checked over by a group of technicians. One had his head inside Curly's open chest plate.

"Wo-wo-wo-wo-wo. That tickles."

The scientists shrieked and glowed blue as electricity ran through his body.

"Nyah-ah-ah," said Curly.

Another scientist standing on the other side of Curly and holding a clipboard made a note and muttered, "Voltage too low."

At last the King, the Super Stars and Tony arrived at an area where the tables had been cleared away. In their place was a ring of scientists staring at a smoking pile of metal machine parts covered in soot. Tony assumed that this must have been what exploded. He couldn't imagine what it had been since it definitely wasn't anything recognizable now. Tony heard a coughing sound and walked around the pile to see two scientists helping a third crawl out from under the wreckage. This third scientist was Mike, head of AMCE Labs. He looked older than Tony (but younger than Tony had envisioned), perhaps twenty-five, maybe even thirty and stood at least a foot taller than Tony was. He was slightly overweight, but not obscenely so. His short black hair was standing on end, as if he had just been electrocuted. He wore a white lab coat like all the others and a pair of think goggles that made it look like he had giant eyeballs.

As he climbed to his feet, brushing the soot and metal dust from his clothes, he said in a very lighthearted voice, "You see, fellows, this is why we do experiments. Now we know that you cannot put more than three bananas into the cooling vent of a rocket engine; an excellent piece of knowledge to have if you ever crash a space cruiser into a fruit stand.

"Yes…mmm, hmm…very good…fruit stand." All the scientists standing around mumbled to themselves as they scribbled notes down on their notebooks.

The scientist who spoke noticed the King standing nearby and quickly made his way over. "Ah, Your Majesty, I didn't see you there. So nice of you to visit my lab. I was just instructing the newest researchers." Mike looked past the King and saw the five teenagers behind him. "Oh, you've brought the Super Stars, too," he said delightedly, but then turned a slightly suspicious look at Tony. "And, uh…who is this?"

The King motioned for Tony to step forward, which he did hesitantly. "This is Tony."

Tony barely had time to get out a "hello" before Mike grabbed his hand and started pumping his arm like he was trying to rip it out of its socket.

"Splendid to meet you Tony, just splendid." Mike seemed to have decided that Tony must be alright if the King knew him.

"S-s-same to y-you," stuttered Tony in response.

Mike finally let go, but it took Tony another couple of seconds to stop shaking. "So what brings you all down here to the lab? Oh, I bet you brought young Tony down here to see my latest invention." Mike's face brightened as he answered his own question.

All four Super Stars rolled their eyes as one. The King cleared his throat. "Actually, Michael, we are here to…"

"Splendid," exclaimed Mike, completely oblivious to whatever the King was saying. He waved them over to a nearby table. "This way, this way."

Mike immediately walked down the aisle of tables and the others had no choice but to follow him. He led them to a less populated area of the room; each table was still brimming with inventions and experiments, but there were fewer scientists and they weren't studying the various experiments as closely. This must have been an area where completed or long term experiments were stored.

Mike stopped at a table with a large grey metal box that had an even larger metal arm sticking out of the top. A digital number display, currently reading "0", and some kind of electronic eye were mounted on the front of the box. Right beside the box was a pile of brown potatoes.

"Presenting," said Mike in a very official and excited voice, "the new ACME Nuclear Powered Potato Counter."

This statement was met with blank looks from the assembled crowd which Mike either didn't notice or chose to ignore. In either case, he reached behind the box and must have flipped a switch since a deep whirring noise and several loud beeps came from the box. Tony watched in fascination (the other with boredom while trying not to look bored) as the mechanical arm reached over to the pile of potatoes, picked one up, and moved in front of the eye. A red light flashed from the eye, engulfing the potato for just a second before vanishing, leaving the potato with a faint red glow. The arm then moved the now glowing potato to the other side of the box and dropped it. The numerical display on the box now read "1".

Mike was gazing at the box like a proud father whose son had just found the cure for cancer. "Amazing, isn't it? We hope to have it in stores by Christmas. The only small problem is that the plutonium core makes the potato radioactive, which not only causes your teeth and hair to fall out, but what's worse, it gives the potato this really salty aftertaste."

Tony's fascination had turned to confusion as he watched the Potato Counter do its thing. He didn't want to insult Mike, but was unable to stop himself from asking a very obvious question. "Why don't you just count the potatoes yourself?"

Now it was Mike's turn to stare blankly. "What?"

"Well," said Tony, "it's not like regular people have piles of potatoes just lying around their house. I'm sure they could count their own potatoes in about ten seconds. Plus, you'd avoid the glowing and…"

** LOGIC ALERT! LOGIC ALERT!**

"ACK!" Tony was immediately thrown to the floor as no less than two dozen football players, all wearing full gear and weighing at least three hundred pounds each, piled on top of him. No part of Tony could be seen under the massive weight and while it did hurt, because of his half-Toon body, the crushing force was obviously not going to kill him. It was, however, getting difficult to breathe, especially since it smelled like the players had just come in from a very long practice.

"Excellent," said Mike. "Not only does the new Logic Alarm work, but the Acme Labs Photons are looking great this year. We're sure to win the inter-lab league championship. Oh, I can't wait to wipe that smug grin off of Buzz Conroy." Mike stared dreamily off into space for a moment before waving his arms and calling to the football players, still piled on the floor. At Mike's insistence, one by one, they got up and walked off. "All right guys, let's go. Break it up. Nice job. Hit the showers. Strabreakski, don't forget to work on that sack maneuver. Hey there, up you go." Mike and Mary helped Tony get back to his feet.

"What was that for?" Tony asked, indignantly.

"Just another one of Mike's crazy inventions," scoffed Mary.

It was Mike's turn to be indignant. "It is not crazy. That was my new Logic Alarm. It is set to go off whenever there's too much logic in the air. Keeps things interesting and the creative juices flowing. I always find a wacky working environment helps people to think outside the box."

"This thing should have been kept in the box with a really strong lock," said Jim, pointing at the potato counter.

Mike started to walk off again. "Now, here we have something really…"

"Actually," said the King in a raised voice. "Tony here is our new candidate." The King said the last word with a lot of emphasis and looked pointedly at Mike.

"OH!" said Mike, understanding the King perfectly. He turned to look at Tony more closely. "I don't know. Do you really think this kid could hack it?"

"He's Theodore's grandson," said Mary quietly.

That seemed to shock Mike. "Really?! Well why didn't you say so? He'll fit right in. Come on."


	4. Chapter 4: The Toon Sword

Mike walked briskly past everyone and led them back the way they had come. On the way, they passed by the Robotic Stooges again. The same scientist was still working on Curly when a large ray gun popped out of Curly's chest and blasted the scientist, reducing him to a pile of ash.

"Nyah-ah-ah."

"Hmmm, voltage too high."

"So, is someone going to tell me what we're here to see or was the potato thing the height of the tour?" Tony asked to no one in particular as they followed Mike.

Penny glanced behind at Tony just long enough to look impatient with him. "What you are about to see is the whole point of us going to the trouble of bringing you here."

The King frowned at Penny's rudeness. "We are going to show you the source of your Grandfather's powers. The source of power for all Toon Masters since before recorded history."

Tony didn't know what to say about this so he kept silent as he followed Mike and the King along a dimly lit corridor. The air was thick with dust; this section of the lab obviously wasn't used very often. The metallic sounds of the group's footsteps echoed endlessly against the steel walls, filling Tony's ears. At last they came to a thick-looking blue metallic door which almost seemed to be glowing with some kind of inner energy. At first, Tony was afraid the metal was radioactive and thought for sure that they should have some kind of lead suit for protection. But then he thought no one would have a radioactive door around where someone could just run into it. Tony thought back to the potato counter and started wishing for the lead suit again.

Mike pulled a clear plastic card from his pocket and swiped it through a card reader mounted on the wall next to the door. There were several beeps before the door slide slowly open. The room inside was small; about the size of Tony's bedroom back home. The walls, floor, and ceiling were made of the same blue metal as the door and were also glowing like the door, casting the entire room in a soft pale light. There was a pronounced silence in the room, like in a church. Indeed, it seemed to Tony that it would be extremely rude to say anything in here.

At the far side of the room, directly opposite the door they had just entered, was another door; a set of double doors, actually, with a pair of bronze handles. Each of the doors had a symbol engraved on it. On the left side was a five pointed star with two ornate letter "S's" in the center. On the right was another five pointed star. Overlapping the star in slowing script were the letters "T" and "M". Behind this second star was a sword; hilt pointing up, blade pointing down.

The King's voice seemed to be strangely muffled as he explained the meaning of the symbols. "The left one is the symbol of the Super Stars, the Toon Master's team. Every Star has a badge with that symbol on it. The emblem on the left is the personal crest of the Toon Master himself. It is under this banner that countless heroes have fought for the Toon World's freedom."

Mike, bubbling with excitement grabbed the handles and opened the doors with a flourish, inviting Tony to enter with a wave of his hand. Tony didn't enter, but instead stood in the doorway and looked it. The room inside was even smaller and was made of the same glowing metal. However, the soft glow from the metal in this room was eclipsed by a much brighter and fiercer light coming from an object in the center. At first, the light around the object was so bright Tony couldn't make out what it was; only that is was long and thin. He took a step closer to see better and the light dimmed enough for him to see that it was a sword.

The sword was standing, point down, in a small pedestal, kind of like Excalibur in _The Sword in the Stone_. The handle was a gold color with two small triangular bars right below the hilt. The blade was a deeper gold and looked to be about three feet long. It did not look like much, almost like a child's play toy, but Tony could tell that this was something special. The funny thing was; Tony was quite sure he had never seen this sword before in this life, but at the same time, he had a feeling that he knew this sword. Kind of like a childhood friend that had moved away and been forgotten. In fact, the more he stared at the sword, the more it seemed to be drawing him in.

"This is the Toon Sword," said the King, jogging Tony out of his thoughts. It felt as if he were coming awake from a light sleep. "It is the source of the Toon Master's power."

"Toon Sword?" asked Tony. He thought about that for a moment before announcing: "Catchy."

"Indeed," agreed the King. "Very little is known of the Toon Sword's origins, but we do know that it is ancient. Thousands of Toon Masters throughout history have wielded this sword in order to protect the Toon World and its people."

Tony wasn't quite convinced as he looked at the sword which, incidentally, could have used a good dusting. "Well, it's a nice sword and all, but if Claw is as powerful as you say, how could my Grandpa have fought him with just that?"

"Well, first of all, he did not fight Dr. Claw and his forces with only the Toon Sword," explained the King. "He had the might of the royal army on his side, countless friends among the many heroes of Toon World, and of course, the Super Stars fought along side him."

Tony glanced among his fellow teenagers. "You guys fought with my Grandpa? I know you said Toons age differently, but even so…"

"No, no," laughed Tom. "We weren't the Super Stars back then. We were more like Super Stars-in-training."

Penny picked up the explanation. "You see, each Toon Master has his or her own team of Super Stars…"

"Yeah, the Stars before us were totally awesome. Wicked cool moves," interjected Jim in a load whisper.

"…and the Toon Master is their leader," finished Penny, throwing a scowl in Jim's direction which he dutifully ignored.

"The Super Stars powers stem from the technology in ACME labs and the Toon Master gains his power from the Toon Sword," said the King.

"But you still haven't told me what that power is," said Tony, who was getting a little impatient. "I mean, what does the sword do? What's so special about it? What powers does it give you?"

Every one of the Toons gathered in the chamber looked at one another, as if they were unsure how to answer Tony's question. Then Tom simply said, "All of them."

Tony wasn't quite sure what to make of that and could think of nothing else to say except "Excuse me?"

"Well, basically Tom is right," said Mary hesitantly, "but it requires a bit more explanation. You see, the power of the Toon Sword can be separated into two parts. On the one hand, the sword gives the Toon Master your basic Super Hero powers package: strength, flight, endurance, speed and wide variety of elemental powers."

"But there are plenty of other stuff out there that can give you that," said Jim dismissively. "What's really cool about the Toon Sword is that it gives you the powers of ALL other Toons."

Tony couldn't quite believe what he had heard. "All of them?" he stammered.

Jim smiled in a very satisfied way. "Yep. Well, all the good guys anyway. Just think of it; you could gain the power of Green Lantern and shoot wicked cool green energy beams, just like his ring does."

"Or you could summon the power of the Teenage Mutant Ninja Turtles and gain all the stealth and skill of a ninja," added Mary.

"Or you could get the power of Fat Albert and easily eat you way through twenty twelve course meals," said Tom excitedly.

The King and the other Super Stars just stared at him. "That is not a super power, Tom," scolded Penny.

Tom folded his arms and looked away haughtily. "He can eat five Grande-sized burritos with Diablo Hot Sauce and not get indigestion. If that's not a super power, I don't know what is."

Tony wasn't even listening anymore. He stood there struggling with the ramifications of what Jim had just said. The powers of all good guys? The powers of all the Toon heroes? There had to be hundreds. That would mean that whoever had the Toon Sword held almost unlimited power. It seemed unimaginable that one: that kind of awesome power could be contained in just one sword and two: his grandfather…HIS GRANDFATHER…had once wielded such power. Somehow, that just did not click with the kindly, fun loving, elderly figure that had first taught Tony how to turn on a television.

Still overwhelmed by this revelation, Tony took a deep breath before addressing the small crowd before him who were politely waiting for him to recover from the apparent shock of learning of his heritage.

"So, is this why you brought me here to the Toon World? To learn the truth about Grandpa? Thanks, this means a lot to me. I wish he had shared this with me, but I understand why he couldn't. Secret identity and all that. Wait until John and Crystal hear about this."

"Ah, actually," said Penny, "there's something else."

"Oh, you want me to keep this a secret, don't you?" asked Tony, slightly disappointed.

"No. Well, yes, we want you to keep the Toon World secret, but that's not what I meant. There was another reason why we brought you here."

"And that would be?"

Penny took a deep breath before saying hurriedly, "We brought you here to see if you have what it takes to be the next Toon Master."

Tony was shocked, then excited, then shocked, then afraid, then shocked again. A thousand thoughts ran through his head, but all he could get out was, "Wha…me? You want me to be Toon Master?"

Jim nodded in confirmation. "We want you to help us in the fight against Claw and his M.A.D. empire."

"Wow. I don't know what to…wait a minute." Tony was confused; something about the Toon's story didn't make sense. "I thought Grandpa fought against Claw. I mean, he beat 'em, right?"

"Well, not completely," admitted the King. "You see, even with the power of the Toon Sword, Claw's forces were too powerful for Theodore and his allies to overcome. Theodore stopped the war by raising a barrier around M.A.D. Mountain, trapping Dr. Claw within his own world."

"The barrier was tied to Theodore's own life force," explained Mike. "When he died, the barrier broke apart and Claw was able to escape and begin to conquer Toon World again."

"That's the war we're fighting right now and Claw is winning," said Penny. "The four of us aren't enough to stop Claw; he keeps gaining ground. Eventually, he'll have enough power to take Toon Town and the Toon Sword. That is why we need a Toon Master."

Tony stood there staring at Penny, his mouth hanging open and his arms hanging limp at his sides. Mary must have thought than Tony had gone into shock again or was just overwhelmed by all the revelation that he had already faced that day. She placed her hand gently on Tony's shoulder and said, "We know this is a lot to take in…"

Mary started and several steps back when Tony whooped at the top of his lungs and starting jumping up and down. His eyes shone and there was a huge smile on his face. It was as if it had just been announced that summer vacation would now be ten months long.

"You want me to be the Toon Master?! I get to be a super hero?" Tony stopped bouncing just long enough to briefly hug a very uncomfortable looking Penny. He was so excited and waving his arms around so much that Tom, Jim, and the King all had to step away from him as well, not that Tony noticed. "This is the best day of my life. It's a dream come true. I get to fly around and beat down the bad guys. When can I get started? What kind of costume do I get? Do I get a cape? How about a utility belt?"

Tony was still firing off questions as Mike calmly took a small rectangular gadget from one of the many pouches on his belt. He pressed the only button on the device and a glass of water materialized out of thin air in front of him. Mike took the glass and splashed the water in Tony's face.

Tony stood there dripping for just a second. "Thanks, I needed that."

"No problem," said Mike, "but I wouldn't be filling out a Hero License Application form just yet if I were you."

"Why not?"

"You see," said Jim, "It's not really up to us to choose the next Toon Master."

Tony looked at the King, but before he could even ask, the King answered his question. "No, it's not up to me either. You see, the one who chooses the wielder of the Sword's power it the Sword itself."

Tony glanced at the dust covered sword before addressing the King again. "The sword chooses?"

"If you could give someone all the power of the Tooniverse, wouldn't you want to be the one to pick who gets it?" asked Jim.

"But how does it choose?"

"We've never been able to determine exactly how the Toon Sword chooses its master," said the King. "Super Stars of centuries past used to travel far and wide across the Toon World, taking the Toon Sword with them. They visited as many planets as they could and met as many people as they could on those journeys until someone was chosen by the Toon Sword to wield its awesome power, usually after they had done something profoundly heroic. Of course, it's much too dangerous at the present time to take the sword outside the protection of the palace."

"How come?"

"Dr. Claw wants the Toon Sword," explained Tom.

"He wants to be Toon Master?" asked Tony skeptically.

"No, but he does want the power of the Toon Sword," explained the King. "You see, only the Toon Master can bring out the full potential of the Sword, but until a Toon Master is chosen, some of the Sword's power can be used by anyone. Those powers can give Dr. Claw the edge he needs to win this war."

"Plus, if Claw simply had the Toon Sword in his possession that would mean that we cannot use it against him."

"We've brought dozens of people to the palace, but they all got rejected," said Jim.

Tony frowned slightly. "You've already tried dozens of people, huh? So, I guess I wasn't exactly on the A-list, huh?"

Jim looked suddenly embarrassed. "Well, when I said dozens, I mean…It wasn't that many…A few, here and there."

Tony held up his hand to forestall Jim's stuttering. "Never mind. I'm here now, that's all that matters. Let me at that sword. I'll be kicking M.A.D. butt in no time."

Tony started toward the sword with his hand outstretched to grasp the hilt, but Penny quickly stepped in front of him and grabbed his wrist. "Whoa there cowboy, this isn't one of you're human Saturday morning cartoons. You can't just take the sword and be a hero just like that."

Tony yanked his hand out of Penny's grip. "Well not with you standing in the way, I can't.

"I'm serious," barked Penny. "IF you get chosen, being Toon Master it's all fun and games. It's a great responsibility"

"You're not going to go all Ben Parker on me, are you?"

"Penny is right, Tony," said Mary with a much calmer demeanor than Penny. "The Toon Master has to protect an entire dimension and that's a serious business."

Tom nodded and said in a solemn voice, "It's a gigantic responsibility. He has to run faster, fly higher, and work harder for the interest of good than any force anywh…"

"Yo, Tom," interrupted Jim, "You slipped into that American Rabbit monologue again."

"Whoops, sorry."

Tony shrugged. "Hey, it's a classic."

"Despite that blatant bit of copyright infringement, Tom is right," said Penny. "The Toon Master has no time for joking."

"Come on," cried Tony. "Cartoons are all about joking, even the heroes, and since the Toon Master is, and I quote, the "hero of all heroes", shouldn't he get to joke around the most?"

"No, he, or she, shouldn't," said Penny who was become increasingly agitated by Tony's blasé attitude towards the single most important position in all of Toondom. "You don't know anything about what a Toon Master should be."

"And you do?" Tony was getting angry himself. "How would you know? Have you ever been Toon Master?"

"I could do a better job of it than you ever could. I wanted to be Toon Master, but so far the sword hasn't chosen me so Tom and I had to go to that backwater dimension you call home and drag you back here so that you could mock our life's work." By the time she was through, Penny was panting and the others were carefully looking away.

Tony looked like he might start shouting too, but then a slow smile spread on his face. "Oh I get it. You don't think I can hack it because I'm only half Toon. Got a little bigotry going on there, huh? Well, I hate to break it to you Princess, but I can totally take whatever the Toon World can throw at me."

Just then, the air reverberated with the force of a resounding BOOM!

Mike, the King, and Super Stars looked around the small chamber expectantly, but there was utter silence.

"A resounding what?" asked Tony.

** BOOM!**

It felt like the entire laboratory was shaking. Tony landed heavily on the floor, coving his ears to try to block the painful noise and somehow managed to get caught under Tom, Jim, Mary, and Penny who also fell to the floor. Only Mike and the King remained upright.

"What the heck was that?!" shouted Tony, although he really didn't have to shout since the noise had stopped. He was trying to hear himself over the ringing in his ears.

Suddenly, Tony finds himself facing one of the most horrific things in all the Toon World.

"A titanic life and death struggle against hordes of evil warriors?" asked Tony.

No. A To Be Continued screen.

"NOOOOOOOOOOOOOOOO!"

TO BE CONTINUED…

Dun, Dun, DUN.


End file.
